Promedica Physicians and Continuum Services

“As an ohio non-profit organization, this corporation has a corporate member.”

“Promedica health system, inc. (phs) is the parent corporation and sole member of promedica continuum services. As the member, phs has the right to (a) elect and remove the members of the board of trustees of promedica continuum services and (b) fill any vacancy on the board of trustees.”

“While the board of trustees of each business unit is granted certain powers with respect to such business unit's operations, as the member, promedica health system, inc. Retains approval rights with respect to certain corporate actions such as (i) adoption of the business unit's strategic plans and financial plans, (ii) expenditures for non-budgeted items in excess of certain dollar limits set from time to time by the member, (iii) expenditures for items which are included in the business unit's annual budgets but which exceed the budgeted amount by an amount in excess of certain dollar limits set from time to time by the member, (iv) incurrence, assumption, or guarantee of any indebtedness, (v) sale, lease, or other disposition of real property or assets with a value in excess of certain dollar limits set from time to time by the member, and (vi) any merger, consolidations, reorganization, dissolution, or liquidation.”

“Preparation of the 990 returns of promedica health system, inc. And its subsidiaries are supervised by the organization's tax department and reviewed by the corporate tax director and finance leadership. Copies of the form 990 are provided to the respective company's board of trustees prior to filing. Any comments or questions are reviewed and incorporated into the return if appropriate. The 990 is reviewed and signed by a principal officer prior to filing with the internal revenue service.”

“Promedica health system, inc. And affiliates (phs) have standards of conduct that apply to all phs board members and employees. Board members and employees are expected to certify their compliance with the applicable standards prior to election/appointment or prior to beginning employment. Board members annually (or immediately if new potential conflicts of interest arise), all board members are required to complete and return the board member soc survey within 30 days of dissemination. Board member soc surveys are reviewed by the v.p., audit & compliance/chief compliance officer (cco). Summarized information is forwarded for review to the chief financial officer, general counsel, business unit presidents, and the president and chief executive officer (president/ceo), based upon their respective knowledge of the board members. The purpose of this review is to both inform management of the disclosed conflicts and to allow them to identify to the v.p., audit & compliance, any potential undisclosed conflicts. The audit & compliance department then conducts an audit of all board member soc surveys (along with any relationships noted through the above review) to identify any positional conflicts of interest and to test material transactions with board members/their affiliated for fair market value. The results of the audit are reported directly to the chair of the audit & compliance committee with a copy to the president/ceo. The report includes a summary of the audit procedures performed, any significant concerns identified, and their resolution. Any unresolved conflicts are addressed by the audit committee with recommendations to the full board as needed. Failure to complete the survey or the submission of a false or incomplete survey, or failure to disclose immediately any new conflicts of interest that may arise, or failure to cooperate without condition, honestly and completely with an investigation or review of the board member's survey results, or his/her actions or circumstances shall be grounds for sanction by the board of trustees up to and including removal from the board/committee/council. Employees, excluding employed physicians annually (or immediately if new conflicts of interest arise), all salaried employees and specifically identified hourly employees, excluding employed physicians, are required to complete and submit an electronic employee certification questionnaire by an established deadline that is communicated to the employee. The human resources department ensures that all questionnaires, which are stored electronically, are completed and provides notification to the v.p., audit & compliance of the number of annual employee certification questionnaires sent and received and copies of any questionnaires containing disclosures that warrant further review by the audit & compliance department. All new employees, excluding employed physicians, are provided either an electronic or paper copy of the employee standard of conduct and the employee certification statement which the new employee is required to complete prior to beginning employment. The audit & compliance department has access to a report that identifies all new hires. A sample of employees is identified and an audit is conducted to ensure that required documentation is on file. Identified conflicts are initially reviewed by the v.p., audit & compliance and is necessary discussed with the business unit president in which the employee works, the chief human resource officer, and general counsel. If the conflict is considered a significant exposure risk for phs, a recommendation will be prepared for final approval of the phs president/ceo. Results of the employee process audit are included in the above report to the chair of the audit & compliance committee. Failure to complete the certification questionnaire, or the completion or a false or incomplete certification questionnaire, or failure to disclose immediately any new conflicts of interest that may a”

“Promedica continuum service's top management official and other officers are compensated by promedica health system, inc. (phs), a related tax-exempt organization. Compensation determinations of promedica foundation's top management official and other officers are made by a compensation committee of phs. Each year independent consultants conduct an annual survey and recommend executive payroll base salary ranges based upon the market. The data is reviewed and approved by the promedica health system compensation committee every october. Salary adjustments are determined at the december meeting of the compensation committee. The compensation committee approves other forms of compensation based upon the prior year performance at the january meeting each year.”

“Promedica health system, inc. And subsidiaries provide any document open to public inspection upon request.”

“Promedica continuum services had provided managerial and administrative services to the tax-exempt physicians' services component of promedica physician group. As of 2019 these services were no longer necessary as these organizations assumed the administrative duties. Promedica continuum services continues to support, benefit and further the purposes of promedica health system and its subsidiaries through remaining program services.”

“Promedica continuum services - program service accomplishments promedica continuum services (pcs) in an ohio nonprofit corporation that includes promedica continuing care services corporation, an ohio nonprofit corporation that provides and manages specialty pharmacy, durable medical equipment, home health, palliative care, hospice and inpatient and outpatient rehabilitation services. Pcs is part of promedica health system, inc. (promedica). Promedica is a mission-based, locally owned, nonprofit healthcare organization highly focused on achieving core values. Headquartered in toledo, ohio, promedica serves 28 states across the country and is one of the nation's leading health systems. Our stewardship of resources has enabled us to wisely invest in cutting-edge technology, innovative programs and family-centered facilities that help to ensure patients and area residents have equal access to high-quality, safe care in the most appropriate setting, regardless of a patient's ability to pay. In summary, pcs demonstrates promedica's mission and core values by providing high-quality health care to all patients, regardless of their race, creed, sex, national origin, disability, or age. And, we recognize that not all individuals possess the ability to purchase essential medical care. Therefore, promedica provides these healthcare services; recruits and trains healthcare professionals to serve the broader community; provides appropriate financial assistance; offers services and contributions to other nonprofit organizations that allow them to provide key services to their constituents; and presents free educational classes, health fairs and other activities to our local community to help ensure all members have equal access to care.”

“Other fees - physcian: program service expenses 64,100. Management and general expenses 0. Fundraising expenses 0. Total expenses 64,100. Other fees - skilled nursing facility: program service expenses 1,254,184. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,254,184. Other fees - testing: program service expenses 4,524. Management and general expenses 0. Fundraising expenses 0. Total expenses 4,524. Other fees - transportation: program service expenses 12,361. Management and general expenses 0. Fundraising expenses 0. Total expenses 12,361. Other purchased services: program service expenses 12,942. Management and general expenses 0. Fundraising expenses 0. Total expenses 12,942.”

“Transfers between related entities -6,637,383. Transfer joint venture to hcr -870,605.”